Rise and Fall
by winter156
Summary: Ummm...smut basically
1. Chapter 1

Disclaimer: I, unfortunately, own none of these characters  
A/N: This is a short fill for a prompt on the ME kink meme. It's got phallic content, so be warned if that bothers you.

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**Rise and Fall**

Shepard kissed Liara's temple gently. "We don't have to," she said softly against the skin below her lips, "if you don't want to."

"No…" at the soft voice Shepard nodded in understanding. "No," Liara quickly repeated, stopping the soldier from rising, "no…no, I mean, yes…" Liara flushed a deep blue and nervously bit her bottom lip. "I want to, Shepard," she said slowly, the flush darkening but her face set in determination.

"Okay," the soldier acquiesced, voice already rough and low at the prospect of what Liara was proposing. Her temporary member hardened against the asari. Shepard swallowed roughly. She pulled Liara down into a hard kiss.

Their sweaty bodies slid easily against each other as the kiss continued and Liara pressed her front flush to the Commander's. The soldier insinuated a hand between their pressed bodies, catching one of Liara nipples between her fingers and rubbing it to aching hardness. The kiss deepened causing an onset of wetness to coat the head of the Commander's cock. The soldier groaned into Liara's mouth as the asari slid her hot, wet center over the length of her shaft.

The asari released Shepard's mouth, trailing blue lips down a long neck, over prominent collar bones, and capturing a puckered nipple. Liara felt the soldier's member pulse against her stomach. Desire cascaded down her spine, swirling almost painfully in her abdomen.

The human trembled, her hands clutching the asari to her.  
Liara gently grabbed Shepard's hard cock and ever so carefully and slowly slid it into herself. She watched as it slid into her, disappearing inch by inch until hers and the human's pelvic bones met. Releasing a long, shaky breath, Liara took a moment to feel the fullness of Shepard inside her at the new angle.

Momentarily still, sitting atop the trembling soldier, the asari felt powerful and in control; the fleeting shyness that gripped her before fled in the heat of her desire. The feeling was intoxicating. Moving her hips experimentally, she slid slowly up and down Shepard's length. A surprised groan escaped her at the feeling of exquisite pressure everywhere Shepard touched inside her. She bent slightly forward and braced both hands on the human's hard stomach. She could feel Shepard's trembling increase as the human's large hands gripped her thighs tightly in an attempt to remain still and let the asari experiment without interruption.

Sweat broke out on Shepard's back and temples in her strain to not move. She almost bit through her lip when Liara took another long, slow slide up and down her length; the asari's hot, velvet walls coating her shaft with liquid heat.

Another torturously long, slow plunge down Shepard's cock had the soldier gritting her teeth in a vain attempt to center herself. At the feel of nails digging into her ribcage and the smooth muscle contracting around her shaft in pleasure, Shepard could hold back no longer. Her hips jutted upward meeting Liara on her downward thrust.

A surprised little moan escaped Liara at the sensation of Shepard plunging into her with intent. "Oh goddess," she hissed, stopping to fully appreciate the shocks of pleasure zinging up her spine.

"Good," Shepard groaned, half question to the asari and half statement of her own excitement.

In response, Liara resumed the motion of her hips. She undulated her hips slowly. Like gentle waves lapping calmly at the shore, the asari met Shepard's corresponding thrusts. The deep, long, slow plunges made Liara arch her back and punctuate the air with soft moans. The pleasure rippling from her center was loaded with molten heat and spreading. The physical exertion broke her body out in a fine sheen of sweat to compensate for the blood boiling in her veins. She could feel the perspiration sliding down her spine, deliciously cooling her overheated skin.

Shepard slid large, calloused hands up flexing things, over the gentle swell of hips, and finally stopped on the asari's shapely ass. She squeezed, delighting at the low groan that escaped Liara. The soldier's breath was coming in short gasps; she wanted nothing more than to circle her hands around the asari's lithe waist and pound them both to oblivion. But, she wanted more for Liara to take her pleasure at her leisure. She ceded her control to the gyrating blue body above her. She surrendered, and simply held on for the ride. But, the soldier knew she could not hold out too much longer. The rhythmic pulsing of muscle around her cock felt like it was going to make her explode. So, she was more than grateful when Liara sped up her movements.

The heady aroma of sex accosted their senses as they increased their tempo. The slap of skin meeting skin was punctuated by varying pitches and loudness of moans. Shepard's cock pulsed strongly with every beat of her heart; Liara's inner muscles tightened and contracted around the soldier. They were both on the edge- at the very cusp- of orgasm.

Opening up her mind to the human, the asari melded their beings. Obsidian eyes locked with Shepard's as biotics flared around them. Each woman released a gasp as their pleasure doubled and intensified as their minds joined and they truly became one. Breaths coming in short, shallow gasps now, the two bodies writhed in frantic rhythm. Liara riding Shepard wildly, her cadence falling out of rhythm in her haste to reach what was so close she could taste it.

Mind whirling, body on fire, Shepard added force to their thrusts by squeezing Liara's ass and pulling the asari down to her. Like a train careening off the tracks at full speed, their climax was upon them before they really knew what hit them. Liara lifted her hips and jammed herself down on Shepard her center contracting powerfully against the cock inside her. The soldier in turn, held on tightly to the asari, her back arching involuntarily as she pumped her seed deep into Liara. Pleasure suffused their beings, and their minds coalesced into brilliant light. Flying for timeless moments, Liara and Shepard connected on a much deeper level than simply physical; their release all the more precious for the innate and welcome intimacy.

Coming down slowly, their individual consciousnesses reasserted themselves as their minds softly slid apart. The asari fell limply atop the similarly spent human. The sound of ragged breathing filled the room.

"That was so much better than any fantasy," Shepard softly gasped between ragged breaths.

The asari nodded her agreement.

"I'd like to be the one to try that…next time," Liara said haltingly, sudden shyness reasserting itself.

Abrupt, unmitigated desire sparked through Shepard at the thought.

"Absolutely."


	2. Chapter 2

A/N: A continuation (of sorts). Same warning apply. Enjoy!

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**Rise and Fall, Part the Second**

The Commander knew she had been Liara's first sexual partner. But, it had been a singular experience to find out she had been the first person to really introduce the asari to all matters of a sexual nature. It had come as quite a shock to the soldier that while Liara knew the proper anatomy, dynamic and theory of sexual intercourse between most species, she had no real curiosity or desire about the practical aspect of the act itself. At least, that was, until the young asari found herself undeniably attracted to one Commander Shepard.

The heady rush of hormones had been a new experience for the archeologist. At first, she had mistakenly thought the weak knees, shortness of breath, increased palpitations and sudden sweats were a result of some sickness. Liara had no clue it was desire. So as new situations presented themselves, it was as exciting for Shepard to be part of all of Liara's firsts as for the asari to actually experience them.

Since their first night before Ilos, and the intervening months since, Shepard and Liara had many firsts. And while Liara was always shy about trying new things, she never said no. Together, the human and asari were discovering each other, and they were doing so in the most pleasurable of ways.

There was no lack of desire on either side. And, they were more than satisfied with exploring each other with mouths, teeth, tongues, and fingers. But, when Shepard accidentally came upon a temporary and very specifically targeted DNA body modification she could not help but let a fantasy take hold of her mind.

After an intensely awkward conversation with Liara- where the soldier almost lost her desire to go through with the fantasy- in which she explained (in a lot more scientific jargon that she intended) what she wanted and copious amounts of research later, the human and the asari jumped headlong into the scenario. And the results had been explosive, to say the least. The duo had so enjoyed themselves, they were recreating the scenario and switching their roles.

It definitely was not going as expected a second time around.

"You didn't say it was this painful," Liara's voice was strained and thin as it escaped clenched teeth.

Shepard could only assume the light blue (almost pasty) shade that currently covered her lover's body was the asari turning pale. The soldier reached out to cover a hand that was tightly clenched around the bed sheets. The human's concern took a painful spike at the evidence of a fine sheet of sweat and cold skin under her hand. The temporary genetic modification had been painful for her, but looking at the degree of pain racking Liara she knew it was nothing in comparison to what the asari was feeling.

"I'll get Doctor Chakwas," Shepard was already putting clothes on and moving to the door. Worry made her stomach knot uncomfortably. The alteration had been painful but quick for the soldier: a momentary flash of extreme discomfort. Shepard's stiff, precise footsteps had her at the door before she heard a protest.

"No," the asari expelled on a short exhale, "I think I know what's wrong." Liara winced and teetered back as she rose shakily from the bed.

_Come back please. _ Shepard made an about face and quickly made her way to the asari's side, catching her under the arms as she stumbled. "I've got you."

Gripping the soldier's biceps tightly, Liara closed her eyes and pressed her clammy forehead to Shepard's. "I need to take something from you," she whispered her grip tightening.

"Anything," Shepard immediately and wholeheartedly replied. The Commander felt the asari enter her mind clumsily and almost blacked out at the intense pain Liara could not suppress from the connection. Her eyes slammed shut and she stiffened. Every cell in her body felt like it was on fire. Gritting her teeth in an effort not to cry out, Shepard felt the asari latch onto something deep within the very fiber of her being. And suddenly the pain stopped.

Releasing a ragged breath, the soldier opened her eyes slowly. She watched color seep back into Liara's features as the asari took in a shuddering breath. "You okay?" Shepard asked gently, cupping the asari's face in her palm.

Liara nodded still holding onto the soldier tightly. Taking a deep breath to steady the tremors racking her body, the asari looked up into the human's eyes. "The modification was tailored to species with distinct male and female counterparts," Liara explained, ever the scientist, "We didn't stop to consider that the asari have only one gender and that the mod wouldn't find the necessary building blocks in my DNA to perform a modification."

"Not one of our finer moments," Shepard mumbled, guiding the asari back to the bed so she could sit and rest.

"We were occupied with other, more pleasurable, thoughts," Liara pointed out wryly.

"I'm sorry," the human's tone was guilt ridden. She bent at the waist to place a kiss on the seated asari's forehead.

"You have nothing to apologize for, Shepard," Liara caught the Commander's face between her palms. "You couldn't have known. And, if anything I should be apologizing for having to invade you like I did."

"Never," Shepard slid one of her hands up Liara's forearm grasping one of the hands on her face gently, "you're always allowed anywhere. Everywhere." She pressed her lips to the blue palm in her hand.

_Shepard_…Liara's voice bounced softly in the human's mind so filled with love and wonder it made the Commander smile involuntarily. "I had to take an imprint of your DNA and momentarily bind it with mine so the transformation could take place," the asari voiced audibly while pulling the soldier's face to hers.

Curiosity now piqued, Shepard's mind whirred, "But, I'm female. I don't technically have the right building blocks for the transformation either."

"But your species has delineated genders, so your DNA has enough markers for the mod to recognize and be able to complete the transformation," blue hands found purchase in Shepard's hair as she continued to inch the human to her lips, "And, it worked. The transformation is complete."

Lips finally met in a languid, unhurried kiss. Feeling Liara's blunt nails lightly pressing into her scalp, Shepard opened her mouth to allow the asari to deepen the kiss. Their tongues deliciously slid over the other in a well practiced dance. She was so thoroughly involved in the kiss and what it was doing to her libido it took Shepard a moment longer than normal to realize what Liara had just said.

Heart and lungs laboring in the wake of the kiss, the Commander eyed the shining blue eyes in front of her before looking down. The mod had most certainly worked.

Crouching down, Shepard inspected the new, blue appendage hanging between Liara's legs. She noted it bared a great similarity to a human penis in shape. Leaning closer, however, she noticed that's where the similarities ended. Liara's new member was a shade darker than the rest of her skin tone and with the same scaled pattern. But it looked most like the asari's crest. The asari's cock seemed to be a bundle of fused tentacles that tapered and folded back on themselves to create the head.

Dropping her knees to the deck, Shepard placed herself firmly within Liara's spread led. Reaching out, she traced her fingertips along Liara's length, amazed as the asari's member twitched at the caress. The skin covering the blue appendage was soft and hot to the touch. Grasping the shaft firmly, the human slowly pumped it between her fist, marveling as it swelled and hardened in her hand.

Liara expelled a shocked breath of air at the feel of Shepard's hands on her. Looking down into eyes that had looked up at the noise, she swallowed, "It's extremely sensitive."

The Commander looked back down at the blue cock that had significantly increased in girth and length. The soldier pumped her fist up, swirling her thumb on the head of the shaft, watching in fascination as the head seemed to flutter and expand out at the stimulation. She repeated the motion to see if she could cause the same reaction. She could. The folded head was apparently semi-flexible. _Like Liara's crest_, Shepard thought idly. "Wow," the soldier voiced absently, "not bad for a monogendered species."

Liara tried to laugh, but it came out as a heady moan. Her heart was pumping so hard, it was all she could hear. Shepard's hands were all she could feel. She closed her eyes and bit her bottom lip in a futile attempt to slow down the impending orgasm. She had never been taken to the brink so quickly; it felt as if the appendage the human was touching was an exposed nerve.

When Liara felt hot wetness envelope the head of her cock, her blue eyes snapped open. The image of Shepard kneeling between her legs mouth and hands bobbing up and down her temporary member was overwhelming. Groaning as the soldier's looked up at her, the asari's hands found purchase on the human's shoulders. She dug fingers into a strong back as Shepard took her length deeper, the soldier's tongue swirling wickedly along her cock. The Commander was caressing her, tasting her, eating her bodily.

"Shep…ard…" she chanted brokenly, hands bunching the fabric of the shirt the human had donned hastily in her search for Doctor Chawkas. Her head felt hot and fuzzy, and she was not sure if she wanted the delicious mouth to continue or stop.

_Come Liara_. It was not a command that bounced around in her mind; but the desire was so evident in Shepard's voice that Liara could not hold back any longer. The words were all the encouragement the asari needed. She held steadfastly to the Commander's shoulders as she unconsciously shifted her hips further into Shepard's mouth. Grunting low and deep, Liara came inside the human's mouth, hips moving back and forth in short, jagged strokes.

Shepard swallowed every drop Liara spurted into her mouth before releasing the asari's cock with a soft pop. The archeologist fell back onto the mattress breathing heavily, body slack and unmoving. The asari peripherally heard the soldier tearing off the shirt and pants she had on. A moment later, she felt the human slither up beside her. Her heart picked up its hectic rhythm again at the feel of Shepard's naked flesh pressed against her own naked skin.

"You okay?" Shepard whispered, dropping a soft kiss on Liara's cheek.

"More than okay." The asari hummed happily. She momentarily wondered where her embarrassment was at this completely new and different situation; feeling Shepard's fingers ghosting up her torso, she realized there simply had been no time for embarrassment to assert itself.

Quickly turning and pinning the Commander under her, Liara swallowed the soldier's surprised gasp in a deep kiss. Blue hands lightly scratched up the human's sides to tease hardened nipples. Palming each breast, the asari felt the strong beat of the soldier's heart through her chest. Tongue caressing the Commander's mouth, Liara pulled each nipple to aching hardness, rolling the nubs between her thumbs and forefingers.

Shepard pulled in a heaving breath when Liara released her lips. She pushed up into the hands and fingers on her breasts. Each pull of her nipples sent a jolt down to her center. The soldier was already so close after making the asari come. The taste and feel of the archeologist still present on her tongue, she moaned as Liara's mouth replaced one of her hands.

Feeling a hand moving down her torso, Shepard released a moan that emanated from her chest. Liara's fingers parted her labia sliding the length of sex in maddeningly slow strokes.

"You're so wet," Liara's groaned as her fingers moved through copious moisture.

Shepard pushed frantically into the hand between her legs, "How could I not be?" She was panting, eyes dilated and glazed in arousal. "You came inside my mouth. Explosively. I'm more than ready."

Liara was hard again. Painfully so. Blue eyes raking over the flushed woman beneath her, she felt abdomen tighten and her cock twitch at the prospect of taking Shepard.

Positioning herself so most of her weight was on her left forearm, Liara gripped her shaft and slid it along the Commander's slit. The sensation of sliding through Shepard's wetness was incredible; her breathing was harsh as she pressed the head of her cock firmly onto the soldier's clit causing the human to hiss and buck against her seeking friction. Moving to Shepard's entrance, Liara pushed into the Commander slowly allowing the human to adjust to her member incrementally, until they were pressed pelvis to pelvis.

Sheparad was trembling and moaning incoherently beneath the asari. Liara felt like she was racing headlong into an incendiary release. She mashed her teeth together as she tried to concentrate on the human's pleasure. It was more than a little difficult, however, because the soldier was so tight and hot. She could feel the head of her cock opening and expanding as she slowly pulled out.

The human felt the asari expanding within her. The semi-flexible tips of each tentacle pressing delightfully against every sensitive spot inside her, making Shepard shake with pleasure. The Commander thrust her hips up, pulling Liara's length into her with more force and grinding her clit into the asari's pelvis. Her legs unconsciously locked around Liara's hips to keep her in place as her body arched into the asari. And, her fingers tore through the thin biotic barrier that always surrounded Liara during their intimate moments giving her purchase on the asari's back, where she dragged her nails down a straining back leaving evident trails of where they traveled. "Oh…fuck," Shepard hissed as an orgasm slammed into her.

The rare profanity that fell from the soldier's lips made the asari twitch inside the human; it excited her. Liara felt her shaft tightly constricted by the soldier's inner contracting muscles, the arms clutching her back, and the legs locked around her. The asari was in a vice (her temporary member in a velvety, hot, wet vice) which she had no wish on being released from. So, she remained still as Shepard rode out her orgasm, only laying kisses on the human's face and neck.

When Shepard grabbed her face and pulled her into a wet, sloppy kiss, Liara indulged while allowing her hands to roam. Her lips moved to lay open mouthed kisses on the soldier's sensitive neck as her hands traced lines of fire up Shepard's skin. Feeling the human move against her, hips rising to take her deeper, Liara raised herself on her hands and looked down into the Commander's eyes.

"Please, join with me," Shepard pleaded, hands moving up Liara's forearms, across blue shoulder, down the asari's back to firmly grasp a firm ass.

At the firm squeeze that accompanied the request, the asari bucked against the human eliciting twin moans from each woman. Liara's eyes turned black and she slid easily into Shepard's mind; connecting them, making the two one. And, the love and trust that burst from the connection reminded each that they were doing more than getting off in a novel way. They were pleasing each other. They were trusting each other. They were loving each other.

Connected, they began moving together.

Liara slid in and out of Shepard slowly at first. But at the press of hands on her ass encouraging her to speed up, she quickly moved to a hard, fast pace. The sound of skin slapping on skin was barely heard over the continuous moans filling the room.

Shepard opened her legs wider, changing the angle of Liara's thrusts. A jolt of electricity raced down her spine as the asari's cock touched her deeper. Feeling herself at the precipice of release, she sped up her movements. Liara followed; speeding up her thrusts.

Lungs straining and hearts beating wildly, the soldier and the archeologist pushed against each other one final time before stiffening and locking around each other. Liara poured herself into Shepard, as the human squeezed every last bit out of the asari. Their mental and emotional connection allowing them to prolong their release to several moments of nirvana, they floated in bliss for several minutes before the asari collapsed boneless on top of the soldier.

Comfortably trapped under the asari's weight in the aftermath, Shepard nuzzled Liara's neck. "That turned out much better than I originally thought it would," the human mumbled sleepily into the soft blue skin under her lips.

A chuckle rumbled from Liara's chest, "From this end of things, it was definitely worth a little pain."


End file.
